The fourth paragraph of page 16 of the prospectus has been replaced with the
following:
LIMITATIONS ON OWNERSHIP AND TRANSFER. The 7.25% Member Certificates and 7.50%
Member Certificates offered hereunder may be purchased only by members of Agway.
The 6.75% and 7.00% Certificates offered hereunder may be sold to the general
public and are generally purchased by non-member patrons of Agway, Agway
employees and former employees. The 7.75% and 8.00% Certificates (not subject to
repurchase practice) offered hererunder may be purchased by both members of
Agway and the general public.
All the above Certificates are separately offered on the same terms and
conditions to the Trustee of the Agway, Inc. Employees' 401(k) Thrift Investment
Plan and to the Trustee of the Employees' Retirement Plan of Agway Inc.
